On May 22 2009, the State Duma (the lower house of the Russian Parliament) approved, in the third reading, the draft law on amendments to the federal laws "On Joint Stock Companies" and "On Securities Market"(the "Amendments"). On May 27 the Amendments were approved by the Federation Council.
The main objective of the Amendments is to introduce the concept of shareholders' agreements into the Joint Stock Companies law by defining the term and providing general regulation. The Amendments also provide regulation of dead-locks at the board of directors level with regards to appointment / early termination of the CEO.
According to Article 32/1 of the Amendments, a shareholders' agreement is a written agreement between shareholders regarding the use of shareholders' rights:
(a) which were granted and certified by the shares (e.g. the use of voting rights at general meetings of shareholders); and/or
(b) relating to shares (e.g. rights to purchase or sell shares at a pre-determined price and/or on the occurrence of certain events; or to refrain from selling shares until certain events occur).
In the shareholders' agreement shareholders may also agree on coordinated actions regarding the management of the company, its business, reorganization and/or winding up.
The shareholders' agreement may set out enforcement measures and liabilities for a party's failure to fulfill contractual obligations.
Shareholders who have signed a shareholders' agreement are bound by terms and conditions of the agreement.
Settlement of dead-locks with regards to appointment / early termination of the CEO
The Amendments apply to a joint stock company where:
(a) the appointment / early termination of the CEO was delegated to the board of directors; and
(b) the charter of such joint stock company does not provide other mechanisms for resolving the dead-lock.
The Amendments generally provide that if the board of directors could not reach a decision on the appointment / early termination of the CEO for two consecutive board meetings held within a two month period, then the decision should be made by the shareholders at a general meeting.